Vaibhav Vyapaar Ltd Management Discussions

OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our Restated Financial Statements included in the Red Herring Prospectus. You should also read the section entitled "Risk Factors" on page 28 which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our Restated Financial Statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year ("Fiscal Year") are to the Twelve-month period ended March 31 of that year.

The financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations 2018, and restated as described in the report of our auditors dated 07.10.2026 which is included in this Red Herring Prospectus under the section titled "Financial Information" on page 175 of this Red Herring Prospectus. The Restated Financial Statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our Restated Financial Statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our Restated Financial Statements.

This discussion contains forward looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" on page 28 & 16 and respectively, and elsewhere in this Red Herring Prospectus Accordingly, the degree to which the Restated financial statements in this Red Herring Prospectus will provide meaningful information depend entirely on such potential investors level of familiarity with Indian accounting practices.

OVERVIEW

For an overview of the business of our Company, refer "Our Business" on page 115.

Significant Factors Affecting our Financial Condition and Results of Operations

AUM growth through customer acquisition and retention

The growth and sustainability of our business are closely linked to our ability to expand assets under management ("AUM"), which depends significantly on the acquisition of new customers and the retention of existing customers through repeat lending relationships. The effectiveness of our customer acquisition and retention initiatives directly influences our operating efficiency, profitability, and long-term scalability. An increase in customer acquisition costs ("CAC"), if not appropriately balanced by customer lifetime value, may exert pressure on margins and could adversely affect our ability to grow AUM in a disciplined and sustainable manner.

Further, our ability to retain our existing customers is critical, as repeat business not only enhances revenue predictability but also reduces the relative cost of acquisition over time. Our success in deploying data-driven marketing initiatives, leveraging technology to personalize user experiences, and maintaining a seamless digital interface will be pivotal in cultivating customer loyalty. Any inability to attract new borrowers at a sustainable cost or to retain existing customers for subsequent lending cycles could adversely affect our growth trajectory, revenue generation and overall financial health.

Risk management and portfolio quality

A key factor influencing our operational performance is our ability to effectively manage credit risk through prudent customer selection, disciplined underwriting practices, and efficient recovery mechanisms. Our capacity to assess borrower creditworthiness and repayment capability directly impacts the quality of our loan portfolio, levels of non-performing assets ("NPAs"), and overall financial performance.

The Company follows a structured credit appraisal process that incorporates borrower profile evaluation, credit bureau information, internal risk assessment parameters, and repayment behaviour to support informed lending decisions. These measures enable us to identify borrowers with stable repayment capacity and manage portfolio risk, particularly as we continue to expand our lending activities.

In addition, the effectiveness of our collection and recovery processes, including regular follow-ups and monitoring of overdue accounts, plays an important role in controlling credit losses and maintaining portfolio stability. Any deficiencies in credit assessment, monitoring, or recovery processes may adversely affect asset quality, profitability, and the sustainability of our operations.

Set out below are certain key indicators relating to our portfolio quality as of and for the periods indicated:

Particulars	For the period ended 31 July 2026	For the Year Ended 31 March
		2026	2025	2024
Gross NPA (%)	4.56%	4.71%	5.25%	6.72%
Net NPA (%)	1.72%	2.94%	1.73%	0.60%

Notes:

1. Gross NPA represents the ratio of gross non-performing assets to total gross loan portfolio as at the end of the relevant period.

2. Net NPA represents gross non-performing assets net of provisions, expressed as a percentage of the total gross loan portfolio as at the end of the relevant period.

Cost-efficient capital sourcing

Our profitability is dependent on our ability to access funding on a timely basis and at competitive costs for both our on-book and off-book loan portfolios. The efficient mobilisation of funds is essential to support loan disbursements, manage liquidity requirements, and facilitate the growth of our lending operations. The cost of funds directly affects our net interest margin, which is a key contributor to our overall profitability.

Funding availability and pricing may be influenced by factors such as interest rate movements, prevailing credit market conditions, and risk perceptions of lenders and investors. In respect of our on-book loan portfolio, where we retain credit risk, access to competitively priced funding is important to sustaining viable lending rates and achieving acceptable returns. Similarly, for off-book loans facilitated through lending partners, our operational performance is influenced by the pricing, structure, and continuity of such arrangements.

Our ability to maintain diversified funding sources, including borrowings from banks, non-banking financial companies, and other financial institutions, is critical to ensuring financial flexibility and mitigating funding concentration risk. Any disruption in these funding channels arising from market volatility, adverse credit developments, or shifts in investor sentiment could adversely affect our liquidity position, operational flexibility, and financial performance. Accordingly, maintaining strong relationships with funding partners, actively managing our credit profile, and optimising our capital structure are integral to the long-term sustainability of our business.

Set out below are certain metrics in relation to our liability profile as of and for the years indicated.

(Amount in INR, except otherwise mentioned)

Particulars	For the period Ended 31 July 2026	For the Year Ended 31 March
		2026	2025	2024
Capital to risk weighted asset ratio (CRAR) (%)	43.80%	28.57%	39.69%	39.90%
Debt service coverage ratio (times)	0.29	0.18	0.17	0.15
Debt to equity ratio (times)	0.80	1.60	0.83	1.04

Notes:

(1) Capital to risk weighted assets ratio or CRAR is computed by dividing our tier I and tier II capital by risk weighted assets (computed in accordance with the relevant RBI guidelines).

(2) Debt service coverage ratio is calculated as Earning available for debt service divided by debt service.

(3) Debt to equity ratio is calculated as total borrowings divided by Net Worth of our Company as on the last day of the relevant period/year.

Dependence on Technology Systems

Our business operations are substantially dependent on the effective functioning of our technology-based systems and applications, which support core activities such as customer onboarding, loan processing, portfolio monitoring, collections, and management reporting. Any disruption, failure, or inadequacy in these systems–whether due to technical issues, system downtime, cyber security incidents, data integrity concerns, or limitations in scalability–could adversely affect operational efficiency, risk management, regulatory compliance, and customer service. Further, the need for ongoing maintenance, upgrades, or enhancements to our technology infrastructure may result in increased costs. Any inability to ensure the reliability, security, and scalability of our technology systems could adversely impact our financial condition and results of operations.

Regulatory Landscape and Macroeconomic Volatility

Our results of operations are significantly influenced by the evolving regulatory environment in India. The lending sector, including digital lending activities, is subject to oversight by regulatory authorities such as the Reserve Bank of India ("RBI") and other governmental bodies. Regulatory frameworks applicable to lending activities continue to evolve with the objective of addressing emerging risks, strengthening consumer protection, and enhancing transparency and compliance. Changes in applicable laws, regulations, circulars, or guidelines- including those relating to data protection, customer onboarding and KYC requirements, interest rate regulations, or digital lending practices-may require modifications to our business model, operational processes, or technology systems. Such regulatory developments may also affect the availability and cost of funding, requiring continuous monitoring and adaptation of our operations. Compliance with evolving regulatory requirements may result in increased costs, operational constraints, or limitations on certain business activities, which could adversely impact our financial performance.

In addition, our business is sensitive to prevailing macroeconomic conditions in India. Factors such as economic growth trends, inflation levels, employment conditions, and overall consumer sentiment influence both the demand for credit and the repayment capacity of our borrowers. Adverse macroeconomic conditions may lead to increased credit risk, higher delinquencies, reduced loan disbursements, and increased provisioning requirements, which could negatively affect our profitability and financial condition. Conversely, periods of economic stability and growth may support improved borrower repayment behaviour and demand for credit. Further, macroeconomic factors such as changes in monetary policy, inflationary pressures, or fluctuations in interest rates may affect the broader funding environment, potentially impacting our cost of capital, liquidity position, and access to funding.

Competition

The lending market in India is highly competitive and comprises banks, non-banking financial companies, fintech platforms, and other alternative credit providers operating across various customer segments. While banks and larger NBFCs cater to a broad customer base, certain borrower segments, particularly those requiring smaller ticket loans or faster credit access, continue to rely on non-banking financial institutions for their financing needs. This has resulted in increased competition among NBFCs and other lending participants seeking to expand their presence in these segments.

Our ability to compete effectively depends on several factors, including our credit appraisal capabilities, pricing of loan products, customer service standards, operational efficiency, and ability to manage portfolio quality. Increased competition may exert pressure on lending yields, borrower acquisition, and customer retention, and may require us to continually refine our product offerings and underwriting practices.

Further, competition may intensify as existing players expand their geographic reach or product offerings, and as new entrants seek to establish a presence in the lending market. Our continued focus on prudent credit assessment, effective risk management, customer relationship management, and operational discipline will be important in maintaining our competitive position. Any inability to respond effectively to competitive pressures may adversely affect our growth prospects, margins, and overall financial performance.

SIGNIFICANT ACCOUNTING POLICY

For Significant accounting policies please refer Summary of Significant Accounting Policies, under Chapter titled "Restated Financial Statement" on page 175 of the Red Herring Prospectus.

RESULTS OF OUR OPERATIONS

(Amount in Rs Lakhs, except mentioned)

Particulars	For the period ended		For the year ended 31 March
	31 July 2026	% of Total*	2026	% of Total*	2025	% of Total*	2024	% of Total*
Income
Revenue from operations	1,800.33	99.18%	3,679.94	97.78%	2,504.86	98.84%	2,525.44	99.18%
Other income	14.88	0.82%	83.59	2.22%	29.53	1.16%	20.86	0.82%
Total income	1,815.21	100.00%	3,763.53	100.00%	2,534.39	100.00%	2,546.30	100.00%
Expenses
Employee benefits expense	162.63	8.96%	393.92	10.47%	330.92	13.06%	354.43	13.92%
Finance costs	266.64	14.69%	664.44	17.65%	508.84	20.08%	402.21	15.80%
Depreciation and amortisation expense	75.42	4.16%	188.54	5.01%	125.38	4.95%	96.14	3.78%
Other expenses	886.54	48.84%	2,201.53	58.50%	1,466.49	57.86%	1,632.74	64.12%
Total expenses	1,391.23	76.64%	3,448.43	91.63%	2,431.63	95.95%	2,485.52	97.62%
Profit Before Exceptional & Extraordinary Items & Tax	423.98	23.36%	315.10	8.37%	102.76	4.05%	60.78	2.38%
Exceptional/Prior Period Items	-		-		-		-
Profit Before Tax	423.98	23.36%	315.10	8.37%	102.76	4.05%	60.78	2.38%
Tax Expense
Current Tax	115.46	6.36%	-		-		-
Previous Year Tax	-		-		-		-
Deferred Tax (Credit)/Charge	7.79	0.43%	118.00	3.13%	(45.21)	(1.78%)	15.30	(0.60%)
Profit/(Loss) for the period /year	300.73	16.57%	197.10	5.24%	147.97	5.84%	45.48	1.78%
Earnings Per Share
Basic (Amount in Rs.)	1.66		1.22		0.92		0.28
Diluted (Amount in Rs.)	1.66		1.22		0.92		0.28

Note: The Company presents standalone financial statements as it does not have any subsidiaries or joint ventures.

*Total refers to Total Revenue

Components of our Profit and Loss Account

Income

Our total income comprises of revenue from operations and other income.

Revenue from Operations

Our revenue from operation as a percentage of our total income was 99.78%, 97.78%, 98.84% and 99.18% for the period ended 31 July 2026 and financial years ended 31.03.2026, 31.03.2025 and 31.03.2024 respectively.

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the period ended	For the year ended 31 March
	31 July 2026	2026	2025	2024
Revenue from operations
Sales of Services
Interest From Loans & Advances	620.16	1,095.07	1,011.56	1,148.92
Foreclosure Charges	152.52	277.93	98.01	71.87
Platform Commission	47.90	300.31	242.57	104.36
Processing Fees	721.51	1,625.76	988.99	1,090.23
Misc Income*	258.24	380.87	163.73	110.06
Total	1,800.33	3,679.95	2,504.85	2,525.44

Note: Miscellaneous Income includes Convenience charges, Procurement income, EMI Pre Closure charges, Registration Fee, Penalty Income, Credit Report Sale Income.

Other Income

Other Income primarily consists of Interest income on financial assets, Profit on sale of units of mutual funds, discount received and other services.

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the period ended 31 July 2026	For the year ended 31 March
		2026	2025	2024
Other Income
Interest Income on
Bank Deposit	1.44	2.03	1.96	5.54
Deposit with Ledgers	3.12	8.40	7.22	7.15
Others	-	1.53	0.30	0.10
Profit on sale of units of Mutual Funds	7.07	3.97	20.01	8.07
Discount Received	-	16.36	0.04	-
Other services	3.25	51.30	-	-
Total	14.88	83.59	29.53	20.86

Expenditure

Our total expenditure primarily consists of Employee benefit expenses, Finance costs, Depreciation & Amortization Expenses and Other Expenses.

Employee Benefit Expenses

Our employee benefits expense comprises of Salaries, wages and bonus, Employers Contribution to Provident fund and ESI, Provision for Gratuity, leave encashment, directors remuneration.

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the period ended 31 July 2026	For the year ended 31 March
		2026	2025	2024
Salaries, wages and bonus	129.33	375.27	303.79	335.28
Contribution to provident and other funds	28.18	18.02	26.84	19.15
Staff welfare expenses	5.12	0.63	0.29	-
Total	162.63	393.92	330.92	354.43

Finance costs

Our Finance cost expenses comprise of Interest on financial arrangements, Interest on Inter Corporate deposits and other finance cost.

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the period ended 31 July 2026	For the year ended 31 March
		2026	2025	2024
Interest:
on Financing Arrangement other than ICD	246.05	518.64	328.77	264.79
on Inter-Corporate Deposits	9.92	88.46	116.41	81.51
on Directors Loan	-	3.80	6.00	4.95
Other Finance Cost*	10.67	53.54	57.66	50.96
Total	266.64	664.43	508.84	402.21

*include commitment charges, loan processing charges, guarantee charges & Commission, Trustee Fees, loan facilitation charges, discounts/premium on borrowings, other ancillary costs incurred in connection with borrowings, or amortization of such costs

Depreciation and amortisation expense

Depreciation and Amortisation Expenses pertains to depreciation on assets like Computer, Vehicles, furniture and fixtures, office equipments and intangible assets.

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the period ended 31 July 2026	For the year ended 31 March
		2026	2025	2024
Depreciation of property, plant and equipment	0.67	3.63	5.50	5.15
Amortization of intangible assets	74.75	184.91	119.88	90.99
Total	75.42	188.54	125.38	96.14

Other Expenses

Other expenses primarily include legal verification cost, Web Hosting charges, Rates & Taxes, CFT fees, Collection charges, Business Procurement Expenses, Commission and Brokerage, Computer Hire & Maintenance Charges, Consultancy Fee, Business Development and Promotion Exp., Camp Office Expenses, Entertainment, Training and probation, Office maintenance, Rent, Membership and subscription, Vehicle maintenance, Travelling and conveyance expense and Processing fee.

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the period ended 31 July 2026	For the year ended 31 March
		2026	2025	2024
Other expenses
E-Legal Verification Expense	94.41	119.90	86.05	82.50
Web Hosting Charges	30.89	79.71	61.86	96.32
Irrecoverable Debts Written off	447.05	959.11	975.72	658.51
NPA Provision/(Reversal of Provision)	12.12	61.61	-342.05	70.06
Management fee	147.82	533.78	447.37	461.20
Provision on Standard Assets	25.37	133.30	59.32	85.82
Repairs and maintenance
Others	0.18	0.08	0.27	0.14
Electricity Expense	0.17	0.44	0.11	0.10
Rent	11.03	20.33	16.50	28.51
Rates and taxes	11.97	6.86	3.85	4.45
Vehicle Insurance expense	-	0.49	0.60	1.52
Communication cost	19.63	43.55	21.92	18.30
Legal and professional fee	4.35	22.16	16.32	18.50
Payment to auditor	3.38	8.83	4.85	4.61
Goods & Service Tax Input Loss	42.18	101.94	76.75	71.80
Bank charges	0.87	3.89	1.45	2.05
Sundry balance written off	4.72	40.53	-	-
Miscellaneous expenses	30.40	65.02	35.60	28.35
Total	886.54	2,201.53	1,466.49	1,632.74

Provision for Tax

The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or subsequently enacted as on balance sheet date. Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized in future.

FINANCIAL YEAR 2025-26 COMPARED TO FINANCIAL YEAR 2024-25 (BASED ON RESTATED FINANCIAL STATEMENTS)

Total Revenue

Total income of the Company for the year ended 31.03.2026 increased to Rs3,763.53 lakh from Rs2,534.39 lakh for the year ended 31.03.2025 registering a strong growth of 48.50%. This increase was primarily driven by robust growth in revenue from operations, led by higher platform fees, foreclosure charges, and commission income, along with a notable increase in other income during the year.

Revenue from Operations

Revenue from operations for the year ended 31.03.2026 increased to Rs3,679.94 lakh from Rs2,504.86 lakh for the year ended 31.03.2025, demonstrating a significant growth of 46.91%. The key contributors to this growth are as follows:

a. Interest from Loans & Advances increased marginally to Rs1,095.07 lakh from Rs1,011.56 lakh, reflecting marginal increase in income from Loans and advances during the year.

b. Foreclosure charges increased significantly to Rs277.93 lakh from Rs98.01 lakh, reflecting higher pre-payment from the borrowers/ customers.

c. Processing fees rose to Rs1,625.76 lakh from Rs988.99 lakh, driven by increased business volumes and platform usage by the co-lenders.

d. Commission income marginally increased to Rs300.31 lakh from Rs242.57 lakh in line with overall increase in operations of the Company.

e. Miscellaneous income rose to Rs380.87 lakh from Rs163.73 lakh, increase is on account of application registration fee income and penal charges.

The table below sets forth the components of Revenue from operations and its percentage change:

(Amount in INR, except otherwise mentioned)

Particulars	For the year ended 31 March
	2026	% age	2025	% age
Sales of services:
Interest From Loans & Advances	1,095.07	29.76%	1,011.56	40.38%
Foreclosure Charges	277.93	7.55%	98.01	3.91%
Platform Commission	300.31	8.16%	242.57	9.68%
Processing Fees	1,625.76	44.18%	988.99	39.48%
Miscellaneous Income	380.87	10.35%	163.73	6.54%
Total	3,679.94	100.00%	2,504.86	100.00%

Other Incomes

Other income for the year ended 31.03.2026 increased to Rs83.59 lakh from Rs29.53 lakh for the year ended 31.03.2025. The increase was primarily due to other services being employee cross-charge income of Rs51.30 lakh earned during the year, as against nil in the previous year. Additionally, discount income increased significantly to Rs16.36 lakh from Rs0.04 lakh in the previous year. Further, other interest income also witnessed an increase to Rs11.97 lakh from Rs9.48 lakh, contributing to the overall growth in other income.

Expenditure

Employee Benefit Expenses

Employee benefit expenses for the year ended 31.03.2026 increased to Rs393.92 lakh from Rs330.92 lakh for the year ended 31.03.2025, representing an increase of 19.04%. This increase was primarily attributable to higher employee headcount and annual increments, along with increased performance-linked incentives in line with business growth and expansion of operations during the year. The detailed comparison is as follows:

(Amount in INR, except otherwise mentioned)

Particulars	For the year ended 31 March
	2026	% age	2025	% age
Salaries, wages and bonus	375.27	95.27%	303.79	91.80%
Contribution to Provident & Other Funds	18.02	4.57%	26.84	8.11%
Staff welfare expenses	0.63	0.16%	0.29	0.09%
Total	393.92	100.00%	330.92	100.00%

Increase in employee count from 50 in FY 2025 to 55 in FY 2026

(Amount in INR, except otherwise mentioned)

Particulars	FY 2026	FY 2025
Employee count (In Numbers)	55	50

Finance Costs

Finance costs for the year ended 31.03.2026 increased to Rs664.44 lakh from Rs508.84 lakh for the year ended 31.03.2025. This increase was primarily on account of higher borrowings during the year, availed at relatively elevated interest rates, in line with the expansion of our lending operations. The additional funding was undertaken to support the robust growth in our topline and to ensure adequate liquidity for business requirements. The detailed segregation of interest cost is as follows:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March
	2026	% age	2025	% age
Interest:
Financing Arrangements other than (ICD)	518.64	78.06%	328.77	64.61%
Inter-Corporate Deposits	88.46	13.31%	116.41	22.88%
Directors Loan Interest	3.80	0.57%	6.00	1.18%
Other Finance Cost?	53.54	8.06%	57.66	11.33%
Total	664.44	100.00%	508.84	100.00%

?includes commitment charges, loan processing charges, guarantee charges & Commission, Trustee Fees, loan facilitation charge, other ancillary costs incurred in connection with borrowings, or amortization of such costs.

Depreciation and Amortization expense

Depreciation and amortization expense for the year ended 31.03.2026 increased to Rs188.54 lakh from Rs125.38 lakh for the year ended 31.03.2026. The rise was largely driven by higher amortization costs associated with the increase in intangible assets, which increased to Rs184.91 lakh in financial year ended 31.03.2026 from Rs119.88 lakh in financial year ended 31.03.2025. This increase is in line with our ongoing investments in technology and digital capabilities aimed at improving operational efficiency, enhancing customer experience, and supporting scalable, end-to-end digital processes.

Other Expenses

Other expenses for the year ended 31.03.2026 increased to Rs2,201.53 lakh from Rs1,466.49 lakh in year ended 31.03.2025, in line with the increase in overall business/ Income of the Company. Key components are as follows:

a. Irrecoverable debts written off: Rs959.11 lakh for the year ended 31.03.2026 in comparison to Rs975.72 lakh during year ended 31.03.2025, broadly stable, reflecting reduction in non-performing portfolio.

b. Management fees: Rs533.78 lakh for the year ended 31.03.2026 in comparison to Rs447.37 lakh during the year ended 31.03.2025, increase is on account of increase in business expansion, recovery and support service obtained which is demonstrated by reduction in irrecoverable debt and increase in miscellaneous income.

c. Provision on standard assets: Rs133.30 lakh for the year ended 31.03.2026 in comparison to Rs59.32 lakh during the year ended 31.03.2025, increase is due to growth in the loan book and prudent provisioning on days past dues.

d. E-legal and verification expenses: Rs119.90 lakh for the year ended 31.03.2026 in comparison to Rs86.05 lakh during the year ended 31.03.2025, increase is on account of increase in loans disbursed/ verification done during the year and the same is visible in overall increase in total income of the Company.

e. GST input loss: Rs101.94 lakh for the year ended 31.03.2026 in comparison to Rs76.75 lakh during the year ended 31.03.2025, rise attributable to higher transaction volumes, increase in business operations and correspondingly increase in disallowances.

f. Other expenses: variance is on account of reversal of NPA provision, remaining expenses are consistent.

The table below sets forth the components of other expenses and its percentage change:

(Amount in INR, except otherwise mentioned)

Particulars	For the year ended 31 March
	2026	% age	2025	% age
Irrecoverable debts written off	959.11	43.57%	975.72	66.53%
Management fees	533.78	24.25%	447.37	30.51%
Provision on standard assets	133.30	6.05%	59.32	4.05%
E-legal and verification expenses	119.90	5.45%	86.05	5.87%
GST input loss	101.94	4.63%	76.75	5.23%
Other Expenses	353.50	16.06%	(178.72)	-12.19%
Total	2201.53	100.00%	1466.49	100.00%

Profit/ (Loss) before Tax

Our Company reported a profit before tax of Rs315.10 lakh for the year ended 31.03.2026, as compared to Rs102.76 lakh in year ended 31.03.2025. The increase was primarily driven by strong growth in revenue from operations, supported by higher platform fees, foreclosure charges, and commission income, along with an increase in other income. This was partially offset by increased finance costs, employee benefit expenses, and other operating expenses, which rose with marginal reduction with the expansion of business operations demonstrating increased efficiency and profitability.

Profit/ (Loss) after Tax

Profit after tax for the period ended 31.03.2026 was at Rs197.09 lakh as compared to Rs147.97 lakhs in year ended 31.03.2025 due to improvement in profitability and business growth with offsetting charge of Deferred tax in year ended 31.03.2026 as compared to credit of deferred tax in year ended 31.03.2025.

FINANCIAL YEAR 2024-25 COMPARED TO FINANCIAL YEAR 2023-24 (BASED ON RESTATED FINANCIAL STATEMENTS)

Total Revenue

Total income of the Company for the year ended 31.03.2025 slightly declined to Rs2,534.39 lakh from Rs2,546.30 lakh for the year ended 31.03.2024, registering a marginal decline of 0.47%. The decrease was primarily attributable to lower interest income on loans and advances, along with a decline in platform fees during the year.

Revenue from Operations

Revenue from operations for the year ended 31.03.2025 slightly decreased to Rs2,504.86 lakh from Rs2,525.44 lakh for the year ended 31.03.2024, reflecting a relatively stable performance in revenue from operations. The key components are as follows:

a. Interest from Loans & Advances decreased to Rs1,011.56 lakh from Rs1,148.92 lakh, due to reduction in loans disbursed due to repayment of borrowed funds, the same is visible by decrease in total borrowings as on 31.03.2025 as compared to 31.03.2024.

b. Foreclosure charges increased significantly to Rs98.01 lakh from Rs71.87 lakh, reflecting higher pre-payment from the borrowers/ customers.

c. Processing fees decreased to Rs988.99 lakh from Rs1,090.23 lakh, driven by reduction in business volumes and platform usage by the co-lenders.

d. Commission income marginally increased to Rs242.57 lakh from Rs104.36 lakh due to increase in lending facility to the existing co-lenders.

e. Miscellaneous income rose to Rs163.73 lakh from Rs110.06 lakh, increase is on account of increase in penal charges.

The table below sets forth the components of Revenue from operations and its percentage change:

(Amount in INR, except otherwise mentioned)

Particulars	For the year ended 31 March
	2025	% age	2024	% age
Sales of services:
Interest From Loans & Advances	1,011.56	40.38%	1,148.92	45.49%
Foreclosure Charges	98.01	3.91%	71.87	2.85%
Platform Commission	242.57	9.68%	104.36	4.13%
Processing Fees	988.99	39.48%	1,090.23	43.17%
Miscellaneous Income	163.73	6.55%	110.06	4.36%
Total	2,504.86	100.00%	2,525.44	100.00%

Other Incomes

Other income for the year ended 31.03.2025 increased to Rs29.53 lakh from Rs20.86 lakh for the year ended 31.03.2024. The increase was primarily driven by increase gains on the sale of mutual funds, Rs20.01 lakh in FY 2024-25 from Rs8.07 lakh in the FY2023-24.

Expenditure

Employee Benefit Expenses

Our Employee Benefit Expenses for the year ended 31.03.2025 were Rs 330.92 lakh, a decrease of 6.63% year-on-year, despite an increase in headcount to 50 as of 31.03.2025 from 44 in the year ended 31.03.2024 (an increase of 13.64%). This reduction in total spend, notwithstanding higher employee numbers, was largely driven by a change in staff mix with a higher proportion of junior-level and, moderation of increments and variable pay during the year. The detailed comparison is as follows:

(Amount in INR, except otherwise mentioned)

Particulars	For the year ended 31 March
	2025	% age	2024	% age
Salaries, wages and bonus	303.79	91.80%	335.28	94.60%
Contribution to Provident & Other Funds	26.84	8.11%	19.15	5.40%
Staff welfare expenses	0.29	0.09%	-	-
Total	330.92	100.00%	354.43	100.00%

Increase in employee count from 44 in FY 2024 to 50 in FY 2025

(Amount in INR, except otherwise mentioned)

Particulars	FY 2025	FY 2024
Employee count (In Numbers)	50	44

Finance Costs

Finance costs for the year ended 31.03.2025 amounted to Rs 508.84 lakh as against Rs 402.21 lakh in year ended 31.03.2024. The increase reflects our requirement for additional borrowings during the year, which were availed at comparatively higher interest rates, even as our topline remained largely stable. This was undertaken to ensure adequate liquidity and support our lending operations. The detailed segregation of interest cost is as follows:

(Amount in INR, except otherwise mentioned)

Particulars	For the year ended 31 March
	2025	% age	2024	% age
Interest:
Financing Arrangements other than (ICD)	328.77	64.61%	264.79	65.83%
Inter-Corporate Deposits	116.41	22.88%	81.51	20.27%
Directors Loan Interest	6.00	1.18%	4.95	1.23%
Other Finance Cost?	57.66	11.33%	50.96	12.67%
Total	508.84	100.00%	402.21	100.00%

?includes commitment charges, loan processing charges, guarantee charges & Commission, Trustee Fees, loan facilitation charges, other ancillary costs incurred in connection with borrowings, or amortization of such costs.

Depreciation and Amortization expense

Depreciation and amortization expense for the year ended 31.03.2025 was Rs125.38 lakh as compared to Rs 96.14 lakh for the year ended 31.03.2024. The increase is primarily attributable to a higher amortization charge arising from the expansion of our intangible asset base, which grew to Rs119.88 lakh as of 31.03.2025 from Rs90.99 lakh in year ended 31.03.2024. This reflects our continued investments in strengthening our technology infrastructure to enhance customer experience, streamline loan processing workflows, and support end-to-end digital operations.

Provision and write off

Our Provision for Standard Assets stood at Rs59.32 lakh for the year ended 31.03.2025 as against Rs85.82 lakh in the previous year. The reduction is primarily attributable to improved recoveries, better asset quality outcomes, and timely provisioning actions undertaken during the year.

During the year, our Company wrote off Irrecoverable Debts of Rs975.72 lakh as compared to Rs658.51 lakh in the previous year. The increase is mainly due to prudent adherence to RBIs write-off norms, requiring timely derecognition of long-overdue and non-recoverable assets.

Other Expenses

Other expenses for the year ended 31.03.2025 stood at Rs1,466.49 lakh as compared to Rs1,632.74 lakh in the previous year. The reported reduction is primarily attributable to the reversal of NPA provisions amounting to Rs342.05 lakh during the year. Excluding this reversal, our other expenses would have been Rs1,819.30 lakh as against Rs1,632.73 lakh in the previous year. The underlying increase is mainly on account of higher irrecoverable debt write-offs, as detailed in the preceding section of "Provision and write off. Key components are as follows:

a. Irrecoverable debts written off: Rs975.72 lakh for the year ended 31.03.2025 in comparison to Rs658.51 lakh during year ended 31.03.2025, The increase is mainly due to prudent adherence to RBIs write-off norms, requiring timely derecognition of long-overdue and non-recoverable assets.

b. Management fees: Rs447.37 lakh for the year ended 31.03.2025 in comparison to Rs461.20 lakh during the year ended 31.03.2024, with no significant movement in fee correspondingly in line with marginal decrease in overall operations of the Company.

c. Provision on standard assets: Rs59.32 lakh for the year ended 31.03.2025 in comparison to Rs85.82 lakh during the year ended 31.03.2025, The reduction is primarily attributable to improved recoveries, better asset quality outcomes, and timely provisioning actions undertaken during the year.

d. E-legal and verification expenses: Rs86.05 lakh for the year ended 31.03.2025 in comparison to Rs82.50 lakh during the year ended 31.03.2024, marginal decrease is in visible in line with overall marginal decrease in total income/ operations of the Company.

e. GST input loss: Rs76.75 lakh for the year ended 31.03.2025 in comparison to Rs71.80 lakh during the year ended 31.03.2025, with marginal increase year-on-year.

f. Other expenses: variance is on account of reversal of NPA provision, remaining expenses are consistent.

The table below sets forth the key components of other expenses and its percentage change:

(Amount in INR, except otherwise mentioned)

Particulars	For the year ended 31 March
	2025	% age	2024	% age
Irrecoverable debts written off	975.72	66.53%	658.51	40.33%
Management fees	447.37	30.51%	461.20	28.25%
Provision on standard assets	59.32	4.05%	85.82	5.26%
E-legal and verification expenses	86.05	5.87%	82.50	5.05%
GST input loss	76.75	5.23%	71.80	4.40%
Other Expenses	(178.71)	-12.19%	272.91	16.71%
Total	1,466.49	100.00%	1,632.74	100.00%

Profit/ (Loss) before Tax

Our company reported a profit before tax of Rs102.76 lakh for the year ended 31.03.2025 as against Rs60.78 lakh during year ended 31.03.2024. The improvement in profitability is primarily driven by a reduction in total cost costs during the year mainly due to decrease in other expenses marginally set-off by increase in finance cost.

Profit/ (Loss) after Tax

Profit after tax for the period ended 31.03.025 was at Rs147.97 lakh as compared to Rs45.48 lakh in previous year due to improvement in profitability and reduction total cost mainly due to decrease in other expenses marginally set-off by increase in finance cost. Further there is credit of deferred tax of Rs. 45.21 lakhs during year ended 31.03.2025 as compared to charge of deferred tax of Rs. 15.30 Lakhs during year ended 31.03.2024.

The increase in Net Profit Margin from 1.80% in Fiscal 2024 to 5.91% in Fiscal 2025 was primarily attributable to a reduction in "Other Expenses". As a percentage of Revenue from Operations, Other Expenses decreased to 58.55% in Fiscal 2025 from 64.65% in Fiscal 2024. In absolute terms, Other Expenses reduced to Rs. 1,466.49 lakhs in Fiscal 2025 from Rs.1,632.74 lakhs in Fiscal 2024.

The principal reason for the reduction in Other Expenses was the reversal of non-performing asset ("NPA") provisions amounting to Rs.342.05 lakhs in Fiscal 2025, as compared to the creation of NPA provisions of Rs. 70.06 lakhs in Fiscal 2024. The reversal was primarily attributable to a change in the policy for recognition of NPAs, which was approved by the Board of Directors pursuant to a resolution dated 03.03.2025. Consequently, the improvement in profitability during Fiscal 2025 was materially influenced by the aforesaid reversal of NPA provisions and, therefore, should be considered while analysing the financial performance for the relevant period.

FINANCIAL POSITION

The following discussion on balance sheet should be read in conjunction with the Restated Financial Statements for the as at and for the period ended 31.07.2026 and financial years ended on 31.03.2026, 31.03.2025 and 31.03.2024.

(Amount in INR lakhs, except otherwise mentioned)

Particulars	As at 31 July 2026	As at 31 March
		2026	2025	2024
Liabilities
Long Term Borrowings	820.00	704.26	1,167.13	375.36
Short-term borrowings	2,970.11	3,975.26	1,098.71	2,300.74
Trade payables	171.41	78.73	20.15	83.31
Assets
Current Investments	483.18	82.11	-	650.68
Trade Receivables	67.01	95.67	119.66	37.43
Short Term Loans and Advances	6,947.44	6,315.31	3,433.27	3,665.19

Overview of Assets and Liabilities

The following discussion on assets and liabilities should be read in conjunction with the Restated Financial Statements for FY 2025-26, FY 2024-25 & FY 2023-24. Our assets and liabilities are reported in the following manner:

Long term Borrowings

The long-term borrowing of the Company includes term loan and Non-Convertible Debentures taken by the company for further lending to its customers.

Short Term Borrowing

Short-term borrowing of the Company includes term loan and Non-Convertible Debentures including current maturity of long-term borrowings taken by the company for further lending to its customers.

Trade Payables

The Companys trade payables represent amounts payable to vendors and service providers for expenses incurred in the normal course of its operations.

Contingent Liability

The Companys contingent liability pertains to First loss default guarantee (FLDG) with respect to co-lending.

Trade Receivable

The Companys trade receivables represent amounts due from borrowers towards interest income, fees, and other charges in the normal course of its operations.

Non-Current Investment

There are no non-current investments of the company.

Short Term Loans and Advances

Short-term loans and advances of the Company pertain to loans given to borrowers/ customers.

FINANCIAL YEAR 2026 COMPARED TO FINANCIAL YEAR 2025 (BASED ON RESTATED FINANCIAL STATEMENTS)

Long Term Borrowing

As at 31.03.2026 long-term borrowings decreased to Rs704.26 lakh as compared to Rs1,167.13 lakh in previous year ending on 31.03.2025 primarily due to the repayment of existing term loans, leaving only Rs46.26 lakh outstanding. This reduction was largely offset by the issuance of non-convertible debentures amounting to Rs658.00 lakh and term loans with original maturity less that twelve 12 months, reflecting a shift in the Companys borrowing mix towards alternative funding sources. Long term borrowings comprise of items as shown in table below:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March 2026	For the year ended 31 March 2025
Secured Loans
(i) Term Loans
-others	46.26	1,117.13
(ii) Non-Convertible Debenture (NCD)	658.00	-
Unsecured Loans
(i) Loans & Advances from related parties	-	50.00
Total	704.26	1,167.13

Short Term Borrowing

Short-term borrowings of the Company increased from Rs1,098.71 lakh in FY 2025 to Rs3,975.26 lakh in FY 2026, primarily on account of higher working capital requirements and increased funding needs to support the expansion in lending operations and overall business growth. Short-term borrowings comprise term loans, other loans and advances and current maturities of long-term borrowings:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March 2026	For the year ended 31 March 2025
Secured Loans
(i) Term Loans
-others	2,661.70	560.26
(ii) Current maturities of long-term borrowings	1,313.56	538.45
Total	3,975.26	1,098.71

Trade Payables

Trade payables of the Company increased to Rs78.73 lakh in FY 2026 as compared to Rs20.15 lakh in FY 2025, primarily attributable to invoices received towards the end of the year, pending for payment. The details of trade payables are as follows:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March 2026	For the year ended 31 March 2025
Total outstanding dues of micro and small enterprise	32.76	5.29
Dues to others	45.97	14.86
Total	78.73	20.15

Current Investments

Current investments of the Company increased to Rs82.11 lakh in FY 2026 as against NIL in FY 2025, primarily on account of deployment of surplus funds into mutual funds during the year.

Trade receivables

Trade receivables of the Company decreased to Rs95.67 lakh in FY 2026 from Rs119.66 lakh in FY 2025 reflecting improved collections and better receivables management. The details of trade receivables are as follows:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March 2026	For the year ended 31 March 2025
Unsecured & considered good	95.67	119.66
Total	95.67	119.66

Short-term loans and advances

Short-term loans and advances of the Company increased to Rs6,315.44 lakh in FY 2026 from Rs3,433.27 lakh in FY 2025 reflecting expansion in lending and higher disbursements during the year. The details of short-term loans and advances are as follows:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March 2026	For the year ended 31 March 2025
Unsecured, considered good
(i) Standard	5,883.81	3,136.05
(ii) Sub-standard	290.61	278.12
(iii) Doubtful	-	-
(iv) Loss- Assets	-	-
Advance to employees	-	0.26
Prepaid Expense	57.88	18.46
Advance to vendors	83.01	0.38
Total	6,315.41	3,433.27

FINANCIAL YEAR 2025 COMPARED TO FINANCIAL YEAR 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)

Long Term Borrowing

As at 31.03.2025 long-term borrowings increased to Rs1,167.13 lakh as compared to Rs375.36 lakh in year ending on 31.03.2024 primarily driven by higher term loan availment with original maturity of more than 12 months to support the expansion of lending operations, strengthen the Companys funding base, and ensure adequate long-term liquidity for business growth. Long term borrowings comprise of items as shown in table below:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March 2025	For the year ended 31 March 2024
Secured Loans
(i) Term Loans
-others	1,117.13	325.36
Unsecured Loans
(i) Loans & Advances from related parties	50.00	50.00
Total	1,167.13	375.36

Short Term Borrowing

Short-term borrowings of the Company decreased to 1,098.71 lakh in FY 2025 from Rs2,300.74 lakh in FY 2024 reflecting shift from short term borrowing to long term borrowings, further there has been repayment of borrowings. Short-term borrowings comprise term loans, other loans and advances and current maturities of long-term borrowings:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March 2025	For the year ended 31 March 2024
Secured Loans
(i) Term Loans
-others	560.26	1,428.18
(ii) Current maturities of long-term borrowings	538.45	872.56
Total	1,098.71	2,300.74

Trade Payables

Trade payables of the Company decreased to Rs20.15 lakh in FY 2025 from Rs83.31 lakh in FY 2024, primarily due to timely settlement of outstanding dues to vendors and service providers. The details of trade payables are as follows:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March 2025	For the year ended 31 March 2024
Total outstanding dues of micro and small enterprise	5.29	54.67
Dues to others	14.86	28.64
Total	20.15	83.31

Current Investments

Current investments of the Company decreased to NIL in FY 2025 from Rs650.68 lakh in FY 2024, primarily due to absence of surplus funds available for deployment for short term in mutual funds during the year.

Trade receivables

Trade receivables of the Company increased to Rs119.66 lakh in FY 2025 from Rs37.43 lakh in FY 2024 primarily due to invoice issued towards the end of the year. The details of trade receivables are as follows:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Unsecured & considered good	119.66	37.43
Total	119.66	37.43

Short-term loans and advances

Short-term loans and advances of the Company marginally decreased to Rs3,433.27 lakh in FY 2025 from Rs3,665.19 lakh in FY 2024 in line with the moderation in the owned loan book and lower loan disbursements during the year. The details of short-term loans and advances are as follows:

(Amount in INR lakhs, except otherwise mentioned)

Particulars	For the year ended 31 March 2025	For the year ended 31 March 2024
Unsecured, considered good
(i) Standard	3,136.05	3,395.19
(ii) Sub-standard	278.12	267.84
(iii) Doubtful	-	-
(iv) Loss- Assets	-	-
Advance to employees	0.26	0.25
Prepaid Expense	18.46	1.47
Advance to vendors	0.38	0.44
Total	3,433.27	3,665.19

OTHER MATTERS

1. Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, there have been no other events or transactions to the best of our knowledge which may be described as "unusual" or "infrequent".

2. Significant economic changes that materially affected or are likely to affect income from continuing Operations

Except as disclosed in this Red Herring Prospectus, there are no significant economic changes that may materially affect or likely to affect income from continuing operations.

3. Known trends or uncertainties that have/had or are expected to have a material adverse impact on revenue or income from continuing operations

Apart from the risks as disclosed under Chapter titled "Risk Factors" beginning on page 28 in this Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known

Other than as described in the chapter titled "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 28, 115 and 178 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

5. Total turnover of each major industry segment in which the issuing company operated

The Company is in the business of unsecured short-term loans. Relevant industry data, as available, has been included in the chapter titled "Industry Overview" beginning on page 103 of this Red Herring Prospectus.

6. Status of any publicly announced New Products or Business Segment Except as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments.

7. Seasonality of business

The Business in which company operates is not seasonal in nature.

8. Competitive conditions

Competitive conditions are as described under the chapters titled "Industry Overview" and "Our Business" beginning on pages 103 and 115 respectively of this Red Herring Prospectus.

9. Any significant dependence on a single or few customers and suppliers.

We serve a large number of customers and hence we are not dependent on a single or few customers.

10. Competitive conditions

We operate in a competitive environment. See "Our Business" and "Industry Overview" on pages 115 and 103 respectively, for further information on competitive conditions that we face.

11. Details of material developments after the date of last balance sheet i.e. July 31, 2026

- Approval of Restated financial statement as of and for the period ended July 31, 2026 and financial year ended on March 31, 2026, March 31, 2025 and 2024 dated 07.10.2026.

- Approval of Audited special purpose interim financial statement as of and for the period ended on July 31, 2026, dated 07.10.2026.

- Resolution passed in the board meeting dated 07.10.2026 to approve Red Herring Prospectus.